GNC 2008 Annual Report Download - page 231

the foregoing, the Payment Reduction shall not apply if the Accounting Firm determines that, on an after-tax basis, the Executive would retain a greater
amount of compensation following payment of the Excise Tax on the unreduced amount of any Payments than the amount of compensation retained following
the Payment Reduction as required hereby.
(ii) Subject to the provisions of Section 4.3(f)(iii), all determinations required to be made under this Section 4.3(f), including whether and when a
Payment is subject to Section 4999 and the assumptions to be utilized in arriving at such determination and in determining an appropriate Payment Reduction,
shall be made by PricewaterhouseCoopers LLP, or any other nationally recognized accounting firm that shall be Centers' outside auditors at the time of such
determination (the "Accounting Firm"), which Accounting Firm shall provide detailed supporting calculations to the Executive and Centers within fifteen
(15) business days of the receipt of notice from Centers or the Executive that there will be a Payment that the Person giving notice believes may be subject to
the Excise Tax. All fees and expenses of the Accounting Firm shall be borne by Centers. Any determination by the Accounting Firm shall be binding upon
Centers and the Executive in determining whether a Payment Reduction is required and the amount thereof (subject to Sections 4.3(f)(iii) and (iv)), in the
absence of material mathematical or legal error.
(iii) If, as a result of any uncertainty in the application of Section 4999 at the time of the initial determination by the Accounting Firm under
Section 4.3(f)(ii), the Accounting Firm subsequently determines that (A) a Payment Reduction should have been made and was not, or a larger Payment
Reduction should have been made in accordance with Section 4.3(f)(ii) (an "Overpayment"), any such Overpayment, to the extent actually paid or provided to
the Executive, will be treated for all purposes, to the extent practicable and subject to applicable law, as a loan to the Executive with interest at the applicable
Federal rate provided for in Section 1274(d) of the Code and will be repaid by the Executive to Centers in full within thirty-five (35) days after the Executive
receives notice of the Accounting Firm's determination, which notice shall be provided to Executive within sixty (60) days of the date that Centers first learns
of the Overpayment from the Accounting Firm; provided, however, that the amount of the Overpayment to be repaid by the Executive to Centers will be
reduced to the extent that the Accounting Firm determines that any portion of the Overpayment to be repaid will not be offset by a corresponding reduction in
any applicable Excise Tax by reason of such repayment of the Overpayment, or (B) a Payment Reduction was made and should not have been made, or a
smaller Payment Reduction should have been made in accordance with Section 4.3(f)(ii) (an "Underpayment"), any such Underpayment will be due and
payable by Centers to the Executive within thirty-five (35) days after Centers receives notice of the Accounting Firm's determination. Notwithstanding the
foregoing, any subsequent determination by the Accounting Firm of an Overpayment or Underpayment in accordance with this Section 4.3(f)(iii) must be
made within seventy-five (75) days after the Accounting Firm's initial determination under Section 4.3(f)(ii).
(iv) The Executive shall give written notice to Centers of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the
payment by the Executive of an Excise Tax, such notice to be provided within fifteen (15) days after the Executive shall have received written notice of such
claim. The Executive shall cooperate with Centers in determining whether to contest or pay such claim and shall not pay such claim without
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